By Pauline Rogers  Photos by Lorey Sebastian

Sam Dawson (Sean Penn) is a mentally challenged father raising a normal happy daughter, Lucy (Dakota Fanning) - with the help of an unusual group of friends. Everything runs as smoothly as a father/daughter relationship can, until Lucy turns seven and begins to surpass her father intellectually. Their bond is threatened when a social worker pulls Lucy from her happy home and puts her in foster care.

At first, fast-tracked attorney Rita Harrison (Michelle Pfeiffer) takes Sam's case pro bono - on a dare by her colleagues. However, as Rita and Sam struggle against the system Rita - and Sam - learn a lot more about life and love than anyone expected.

"Believe it or not, I got the project from a phone conversation with director Jessie Nelson," says cinematographer Elliot Davis (The Next Best Thing, Forces of Nature, White Oleander, Things to Do in Denver When You're Dead, Out of Sight, King of the Hill, The Cutting Edge, Mortal Thoughts). "Our conversations on life, love and children showed that we clicked.

"When I first read the script, I found that it was very emotional," he continues. "I didn't analyze it. I didn't really visualize it but I definitely began to feel it. First images are hard to get and get out of your mind but since I was trained as an architect, I try to be process oriented and let form follow function."

Since the film is about feelings, Davis and Nelson began working on the look from the inside out. "The film needed to be subjective and about subjectivity and moments," he explains. "Since Michelle and Sean would be working with real mentally challenged people, we knew we needed to go with a style that allowed us to capture images, caught moments, reactions, and accidents that were not necessarily planned. This wouldn't be a 'formal' way of shooting. We looked at films like Dancer in the Dark and Before Night Falls for that feeling."

Davis decided on a technical approach that would support this spur-of-the-moment style. He used Kodak's 5279 almost exclusively, adding 5248 for some daylight exterior shots. His tests were done on the 5279, shooting different speeds and printing to normal. "I found that the texture/grain, even when over exposed two stops and printed down still held solid blacks. I needed to hold a wide contrast range and found that by over exposing a 2/3 stop as a normal exposure, this gave me an increase in the under exposure latitude.

"I tried to deal with complimentary colors, working with blue/yellow - amber - magenta/green. These would reflect the nuances of the individual characters and their relationships. The film was set up as a mosaic of complimentary relationships, depending on the content," he continues. "For me, there is no subtext without context - color is used to give nuance and heighten the emotions we wanted to convey.

"Because I didn't know how scenes would unfold, and because of the kind of emotion we wanted in the movie (that caught/found feeling of being there), I decided to go with Panavision XLs in handheld mode. We almost exclusively used the 17mm to 34mm and 27mm to 68mm as well as the 80mm to 200mm zoom lenses with Primos as back ups.

"The zooms were all handheld - some of them very subtle, others obvious, depending on the content of the story. The lenses flare easily, so I was determined to use this as part of the movie's style. It would support the 'caught by accident' feeling.

"I tried to shoot interiors at a T2.8 to a T4 range to control the contrast.

"My lighting package choices were 18Ks and 6K Pars. We also wanted a full range of Kino Flos not only because they complimented our actors but also because of their incredible light weight and unobtrusiveness. They have a quality of 'found light' - incidental light that can have a texture so realistic it verges on expressionistic.

"This is something that I have been experimenting with over the years," he adds. "I like to use indirect sources combined with direct. Light from underneath and light from unconventional directions. I combine them with or without a strong backlight and then mix everything with silhouette. This lighting vocabulary combined with the color palette allows the movie to have a naturalistic expression."

Davis' architectural background always comes into play when he is approaching a picture. The sets and colors, as well as window placement and the size of the shooting sphere become an important aspect of the over-all approach. "As far as the wall colors were concerned, I tried to keep the walls in the 18 percent gray density range," he explains. "Then colors are chosen that compliment the actors and bring them forward, making them more dominant."

The placement of windows allowed him to shoot light in where he needed it and to vary the quality of light. This determined the mood and the subtext. By asking for specific window treatments in his sets, Davis was able to use practicals to shape the texture, the color and the space. "This allowed for movement and lens choices," he adds.

"When Rita (Pfeiffer) dominated a scene I would keep the walls in the blue to blue/green tones to compliment her eyes and skin," he explains. "Blue was dominant in her offices, the courtrooms, hospitals and stores. Michelle was lit by big Kino Flo sources, Image 80s, through big grid cloths. She was always lit this way, and the staging was done so that this was used for the best effect.

"A deep blue background always complimented her complexion and brought out her eyes, while her hair was dyed a blondish color. We also added a pack of Soft FX, Mitchells, and Schneider classics to smooth her out. In the end, she had a creamy complexion with bright blues.

"When we shot in Sam's territory - his apartment, the International House of Pancakes when he is with his daughter, Starbuck's where he works and loves making coffee and places of love where he interacts with Lucy - the look was much warmer both inside and outside.

"We used Tungsten lighting inside for a yellow/amber look in the IHOP, for example. The windows were gelled with one to two layers of full blue gel - making it feel safe while the rest of the world was kept at bay outside. This almost gave the feeling of a bluish nether world juxtaposed to his comfortable safety zone.

"We had another scene, at night, in a playground that was an interesting challenge. In the story, the authorities catch Sam with his daughter, accusing him of kidnapping her from the Social Service Center, where she is being observed and evaluated.

"We shot the two of them in silhouette against playground equipment that was placed at the crest of a hill," Davis explains. "We had about 75 feet of monkey bars, slides and a geodesic dome on the location that was a crest of a hill with an open field behind it. We put 18Ks behind the rise, almost 125 feet away. We added smoke between the lights and equipment. The sky was a royal blue. The shot was visually striking but supported the subtext of being at the bottom emotionally for Sam."

Ask Elliot Davis about specific sequences in the picture and he will be a bit reticent. For him, the picture is not about a shot or a sequence but an attitude. "The hardest part is how to maintain a consistent approach and level of thinking that allows fluid engagement versus rigid engagement," he explains. "We didn't want to become a prisoner of arbitrary rules and theses but to let the camera be interactive and process oriented.

"We wanted to be able to capture what was presented to us, sometimes almost improvisational in approach, without freaking out, and trusting the creative process."

For Davis, there are no "big Hollywood shoot out type scenes." There are just more scenes of different intensities. There are five courtroom sequences in the picture. All of them were captured very subjectively. "We wanted everything to come from Sam's (Penn) point of view," he explains. "We didn't do the traditional staging around the courtroom. The camera became his eyes. We would zoom and pan back and forth between witnesses, judges, anyone who affected him. Everything was done in multiple focal lengths - not concerned about matching. This supported the editing style which is very expressionistic.

"The same thing went for shots we did on Sam. Depending on the emotional level of the scene, we would get in his face, or use offset framing and different positions while he was performing. The frame would move from the lower left corner to his eyes and up to his mouth and down several times or just frame his eyes in the lower part of the frame, etc. This allowed the editor non-linearity and the ability to reflect Sam's sense of time and his emotional state.

"We used two Panavision handheld cameras offset at about 30 degrees on these shots," he explains. "By using slightly different lens sizes and a variety of approaches to each camera position, we gave the editor a variety of material, allowing for the emotional build to be done in the editing room."

The courtroom sequences were bathed in the cold blue light developed for Pfeiffer's sequences. Davis lit with 18Ks shot through a 50-foot glass wall covered with grid cloth. These windows were then covered with 14-foot floor to ceiling wood vertical blinds.

"We had the prosecutor and defense tables facing the light wall," he explains. "Michelle faced the big wall of light. Adjusting the blinds controlled this simply. The blue/green light behind her complimented her to the max and quickly defined the world of courts and the institutions they represent as the most alienating to Sam.

"I admit, I worried about the courtroom scenes. I was afraid they would be boring. However, because of the way we shot them and the way we lit them, I found exactly the opposite. They stand out visually and the content comes through as a nice surprise. It isn't your usual dry courtroom sequence."

Rita and Sam spend time together in what can sometimes be seen as intense and intimate moments. Davis used lighting and camera to emphasize their two different worlds and to show how these two different worlds (and personalities) react when they are together.

"When we first see Michelle's character in her house, we rely heavily on the cold blue tones," he explains. "Her home is almost 'House Beautiful.' When he arrives, the house is bathed in the cold blue of twilight enhanced by a blue lit interior pool that casts water reflections.

"As the story progresses and Sean's character visits her to plan or rehearse for the court appearance, we bring his world (color) into hers. Often times we used one light (it could be considered a symbolic campfire) to expose them bonding while they work together. One light on a table against a burnt orange wall, for example. The same motif is used when they share a Chinese take-out meal, when she is preparing him to take the stand.

"We used the off-framing and the floating technique to blend one symmetrical world into an asymmetrical world."

When Rita comes to Sam's world she finds a warm apartment filled with warm (yellow) light to enhance the intimate relationship between father and daughter. "The walls are blue/gray and the light is yellow," Davis explains. "One of my favorite sequences here is before the world of father/daughter explodes. We organized this around a single reading lamp. The two are reading a book together and this is the first time that he realizes that she is surpassing him.

"When Michelle's character comes to his apartment the two clash. At this point in the story her marriage is falling apart. She has a terrible relationship with her son. She is at the end of her rope. And Sam, and the case, are a bit much.

"In anger, he lashes out, saying that she doesn't know what it is like to be him.

"To make this sequence unusual and somewhat sensual, we built a floor to ceiling origami wall for him to hide from Rita," Davis explains. "The whole conversation takes place through a little hole in this newspaper origami wall. (Origami is something that Sam does when he needs to think something through).

"When he starts really talking to her as a person, she breaks down and crashes through the origami wall to confront him. Her total break down leads to an embrace.

"We lit the sequence with one little ray of light on their eyes, with Sean's character back lit from the window. Looking through the origami to see each other gives the scene a feeling of a prison interview."

Elliot Davis really enjoyed making this intimate story because he was allowed to do something unconventional with it. "The handheld aspect, the ability to be fluid, extemporaneous and expressionistic in our framing was a wonderful departure," he says. "This worked for the look of the film. There was a lot of edgy off-framing of faces and points of view that really enhanced our ability to edit unconventionally and to create emotion non-linearly with these edits.

"We combined this with the extensive use of freeze frames and speed changes. At times we went from 24 fps to 4 fps or 6 fps and printed back to 24 frames. This created streaks and blurring. One of my favorite shots using this technique is a pillow fight between Sam and Lucy in their apartment. We shot it against a window with the city lights outside. They are silhouetted with blue fill and yellow edge light. The city lights become stars, maybe diamonds, maybe it's 'Lucy in the Sky with Diamonds,'" he laughs. "The Beatles are alluded to often and much of their music is featured.

"We did whatever it took - whatever worked - to support an unusual and effective story. And I think it worked really well."